Competition Commission of India (Commitment) Regulations, 2024 - CCI/Reg-C.R./2024 - Competition Law

THE COMPETITION COMMISSION OF INDIA NOTIFICATION New Delhi, the 6th March, 2024 The Competition Commission of India (Commitment) Regulations, 2024 (No. 03 of 2024) No. CCI/Reg-C.R./2024 . In exercise of the powers conferred by section 64 read with section 48B of the Competition Act, 2002 (12 of 2003) , the Competition Commission of India hereby makes the following regulations to specify the procedure for filing of commitment applications and for conducting the commitment proceedings, and matters connected therewith or incidental thereto, namely: - 1. Short title and commencement. - (1) These regulations may be called the Competition Commission of India (Commitment) Regulations, 2024. (2) They shall come into force on the date of their publication in the Official Gazette. 2. Definitions. (1) In these regulations, unless the context otherwise requires: (a) Act means the Competition Act, 2002 (12 of 2003) ; (b) Commission means the Competition Commission of India established under sub-section (1) of section 7 of the Act; (c) Director General means the Director General as defined in clause (g) of section 2 of the Act; (d) Commitment Applicant means any enterprise, as defined in clause (h) of section 2 of the Act, against whom any inquiry has been initiated under sub-section (1) of section 26 of the Act for alleged contraventions of sub-section (4) of section 3 or section 4 of the Act, and submits a Commitment Application; (e) Commitment Application means an application submitted by a Commitment Applicant to the Commission under these regulations offering commitments in respect of proceedings initiated for the alleged contraventions of sub-section (4) of section 3 or section 4 of the Act stated in the order passed by the Commission under sub-section (1) of section 26 of the Act. (2) Words and expressions used but not defined in these regulations shall have the same meanings as assigned to them in the Act or in the regulations framed thereunder or in the Companies Act, 2013 (18 of 2013), as the case may be. 3. Application for Commitment. - (1) A Commitment Applicant may make an application to the Commission in writing, accompanied by such fee as provided under sub-regulation (1) of regulation 8, containing the information as specified below: a) name, legal status (company or firm or LLP or trust, etc.), registration number (if applicable), contact details including complete registered address, principal business address (with area code, city and country), mobile/ telephone number, email and website address (if any) of the Commitment Applicant. b) name of the authorised representative(s) of the Commitment Applicant and their contact details including complete business address, telephone number and email. c) proof of payment of fees to the Commission under regulation 8. d) details of the prima facie opinion of the Commission recorded in the order passed under sub-section (1) of section 26 of the Act in relation to the Commitment Applicant. e) full and true disclosure of facts in respect of the alleged contraventions of the Act. f) details of the commitments offered including how the same address the alleged contraventions, competition concerns and the manner of implementation and monitoring thereof. g) whether the Commitment Applicant, has previously been found to have contravened any provision of the Act or whether any proceeding against the Commitment Applicant is pending for any alleged violation of the provisions of the Act or whether the Commitment Applicant has in the past made any settlement or commitment application(s). If so, the details thereof. h) details of nature, gravity and impact of the alleged contraventions, and the duration of the enterprise s involvement in the alleged contraventions. i) a summary, not containing any confidential information, comprising of prima facie opinion of the Commission expressed in the order issued under sub-section (1) of section 26 of the Act along with details of competition concerns, alleged contraventions, duly capturing commitments offered by the Commitment Applicant and how they address the competition concerns. j) details of other competition authorities, fora or courts, if any, which have examined or are currently examining the alleged contraventions including those where the Commitment Applicant has filed commitment and / or settlement applications. k) Undertakings and waivers as per Schedule I. l) any other information that may assist the Commission in determining the terms of the commitment having due regard to the factors specified under regulation 7. (2) The Commitment Application under sub-regulation (1) may be submitted at any time after an order under sub-section (1) of section 26 of the Act has been passed by the Commission but within the time prescribed under sub-regulation (3) or prior to receipt by the party of the report of the Director General under sub-section (4) of section 26 of the Act, whichever is earlier. (3) A Commitment Application shall be filed within 45 (forty five) days from the receipt of the order passed by the Commission under sub-section (1) of section 26 of the Act. Provided that the Commission may entertain a Commitment Application after the period specified above, if the Commitment Application is received within a further period of 30 (thirty) days and the Commission is satisfied that there had been sufficient cause for not filing the same within the specified period after recording reasons for condoning such delay. (4) Where the Commitment Application is incomplete in any respect or does not conform to the requirements of these regulations, the Commitment Applicant may be asked to remove such defect(s) or furnish the required information including document(s). The Commitment Applicant shall rectify such defects or furnish the required information including document(s) within ten (10) working days of the receipt of communication or such other period as may be specified by the Commission, failing which the Commitment Application may be treated as invalid. (5) A Commitment Application may be withdrawn by the Commitment Applicant at any time prior to the passing of an order by the Commission under regulation 4. (6) No Commitment Application shall be considered if any amount due under the Act is liable for recovery from the Commitment Applicant. 4. Consideration of proposal for Commitment. - (1) The Commitment Application complete in all respects in terms of regulation 3 shall be placed for consideration before the Commission in its ordinary meeting within 7 (seven) working days of receipt thereof. (2) If the Commission is prima facie not satisfied with the commitments offered by the Commitment Applicant, it shall communicate to the Commitment Applicant the reasons for the same and call upon the Commitment Applicant to furnish, within 15 (fifteen) working days of the receipt of the said communication, revised Commitment Application. (3) When the Commitment Application complete in all respects is placed for consideration before the Commission under sub-regulation (1) above, the Commission may keep the inquiry against the Commitment Applicant in abeyance till final decision on the Commitment Application or till such time, as may be decided by the Commission. (4) While considering the commitments offered under the Commitment Application, the Commission shall invite objections and suggestions in terms of regulation 5. (5) After consideration of the nature, gravity and impact of the alleged contraventions, the commitments offered by the Commitment Applicant and the comments, objections, or suggestions received under regulation 5, a) the Commission may pass an order in terms of sub-section (3) of section 48B of the Act agreeing to the commitments offered as contained in the Commitment Application filed under sub-regulation (1) of regulation 3 or the revised Commitment Application filed under sub-regulation (2) above, as the case may be, subject to such other terms relating to manner of implementation and monitoring of commitments and close the proceedings against the Commitment Applicant forthwith. b) if the Commission is of the opinion that the Commitment Application filed under sub-regulation (1) of regulation 3 or the revised Commitment Application filed under sub-regulation (2) above, as the case may be, are not appropriate in the circumstances, it shall by order passed in terms of sub-section (5) of section 48B of the Act, reject the Commitment Application and proceed with its inquiry under section 26 of the Act. c) if the Commission is not satisfied with the Commitment Application, it shall within 15 (fifteen) working days after the expiry of period specified in regulation 5, communicate to the Commitment Applicant the reasons for the same and call upon the Commitment Applicant to furnish, within 30 (thirty) days of the receipt of the said communication, revised Commitment Application. d) if the Commission after considering the revised Commitment Application filed under clause (c) of this sub-regulation (5) agrees with the same, it shall pass an order in terms of sub-section (3) of section 48B of the Act agreeing to the commitments offered subject to such other terms relating to manner of implementation and monitoring of commitment and close the proceedings against the Commitment Applicant forthwith. e) if the Commission after considering the revised Commitment Application filed under clause (c) of this sub-regulation (5) is not satisfied with the same, it shall by an order passed in terms of sub-section (5) of section 48B of the Act, reject the revised Commitment Application and proceed with its inquiry under section 26 of the Act. (6) In case the Commitment Applicant fails to submit the revised Commitment Application within the time period specified in sub-regulation (2) and clause (c) of sub-regulation (5) above or fails to provide clarification, information, or data as sought under sub-regulation (8), the Commission shall by an order passed in terms of sub-section (5) of section 48B of the Act reject the Commitment Application and proceed with its inquiry under section 26 of the Act. (7) The entire commitment proceedings shall be concluded within 130 (one hundred and thirty) working days of the receipt of the Commitment Application complete in all respect in terms of regulation 3, failing which the inquiry under section 26 of the Act against the Commitment Applicant shall stand resumed. Provided that the Commission may extend the said period of 130 (one hundred and thirty) working days by such further period as may be specified, if deemed appropriate, for reasons to be recorded in writing. (8) The Commission may seek clarification, information, or data from the Commitment Applicant, as deemed appropriate, which shall be provided by the Commitment Applicant within the time specified by the Commission. (9) Notwithstanding the above provisions, a Commitment Application may also be rejected at any time on the following grounds: (a) Where the Commitment Applicant refuses to receive or respond to the communications sent by the Commission. (b) Where the Commitment Applicant violates in any manner or does not abide by the undertaking and waivers given as per Schedule-I. (10) The Commission shall before passing an order rejecting a Commitment Application under clause (b) and (e) of sub-regulation (5), sub-regulation (6) and sub-regulation (9) above, grant the Commitment Applicant an opportunity of being heard. (11) The rejection under this regulation shall be communicated to the Commitment Applicant: Provided that the Commitment Applicant shall continue to be bound by undertakings and waivers given as per Schedule I. 5. Invitation of objections and suggestions on proposal for commitment. - (1) While considering the commitments offered, the Commission shall provide an opportunity to the party concerned, the Director General, or any other party to submit their comments, objections, or suggestions, if any, within 21 (twenty one) days. For the said purpose, the Commission would share a summary, not containing any confidential information, comprising of prima facie opinion of the Commission expressed in the order issued under sub-section (1) of section 26 of the Act along with details of the competition concerns, alleged contraventions, duly capturing commitments offered by the Commitment Applicant, how they address the competition concerns and any other detail as deemed fit. Provided that the Commission may also invite public to submit comments, objections and suggestions, if any, within 21 (twenty one) days, by publishing the above-mentioned summary on its website. (2) The comments, objections and suggestions filed by the concerned parties shall contain the following details: a) name and contact details including address, telephone number, email of the concerned party and its authorised representative(s), if any. b) statement of comments, objections and suggestions duly authenticated by the authorised representative and supported by relevant documents. c) a summary of the comments, objections and suggestions not running into more than four pages. d) any other information that may assist the Commission in determining the terms of the commitment. 6. Nature and effect of commitment order. - (1) The order passed by the Commission agreeing to the commitments offered shall not be construed as a finding of contravention by the Commission against the Commitment Applicant. (2) Filing of the Commitment Application or issuance of commitment order by the Commission shall have no bearing on the inquiry under section 26 of the Act in relation to the alleged contraventions, in respect of the other parties to the inquiry who are not part of the commitment proceedings. (3) The commitment order shall be final and binding upon the Commitment Applicant. 7. Assessment of the terms of the commitment. - The Commission shall while considering the nature, gravity and impact of the alleged contraventions and effectiveness of the commitments offered, have due regard to all or any of the following factors, including: (a) the nature of conduct, its type, duration and extent of the alleged contraventions; (b) whether the commitment terms address the identified competition concerns, alleged contraventions, and the same can be implemented effectively and expeditiously besides being easy to monitor; (c) whether the terms of commitment make the markets more contestable; (d) procedural efficiencies, self-executing terms and early correction of market distortions; (e) whether the Commitment Applicant, has previously been found to have contravened any provision of the Act or any investigation or inquiry is pending against the Commitment Applicant in respect of any alleged violation of the provisions of the Act or whether the Commitment Applicant has previously made any settlement or commitment application(s); (f) whether the Commitment Applicant has already modified its conduct and policies which have been found to be in prima facie violation of the Act by the Commission or steps taken by the Commitment Applicant to minimize future violations or lapses; (g) any other factor, as may be deemed appropriate by the Commission in the facts and circumstances of the case. 8. Fee under sub-section (1) of section 48B of the Act. - (1) Every application received under sub-section (1) of section 48B of the Act by the Commission shall be accompanied with proof of payment of non-refundable fees as under: (a) Rs. 2,50,000 (rupees two lakh fifty thousand) only in case the Commitment Applicant has a total turnover of up to Rs. 50,00,00,000 (rupees fifty crores) in India in the preceding financial year; or (b) Rs. 10,00,000 (rupees ten lakh) only in case the Commitment Applicant has a total turnover exceeding Rs. 50,00,00,000 (rupees fifty crores) and up to Rs. 500,00,00,000 (rupees five hundred crores) in India in the preceding financial year; or (c) Rs. 50,00,000 (rupees fifty lakh) only in case the Commitment Applicant has a total turnover exceeding Rs. 500,00,00,000 (rupees five hundred crores) in India in the preceding year. (2) The fee can be paid either by tendering demand draft or pay order or banker s cheque, payable in favour of Competition Commission of India (Competition Fund), New Delhi or through Electronic Clearance Service (ECS) by direct remittance to the Competition Commission of India (Competition Fund), Account No. 1988002100187687 with Punjab National Bank, Bhikaji Cama Place, New Delhi- 110066 . 9. Implementation and monitoring of commitment order. Where the Commission is of the opinion that the implementation of the commitments needs monitoring, it may appoint agencies to oversee such implementation in terms of the Competition Commission of India (General) Regulations, 2009 and on such terms and conditions as may be specified by the Commission. 10. Revocation of the Commitment Order. - (1) If a Commitment Applicant fails to comply with the order passed by the Commission under section 48B of the Act or it comes to the notice of the Commission that the Commitment Applicant has not made full and true disclosure during the commitment proceedings or there has been a material change in the facts, the order passed under section 48B of the Act shall stand revoked and withdrawn. Provided that before making an opinion in this regard, the Commission shall give an opportunity to the Commitment Applicant to show-cause, within a period of 15 working days from the date of receipt of the show-cause notice, as to why the Commission should not form an opinion that the Commitment Applicant has failed to comply with the order passed by the Commission under section 48B of the Act or the Commitment Applicant has failed to make full and true disclosure during the commitment proceedings or there has been a material change in the facts, as the case may be. (2) Where the commitment order stands revoked and withdrawn as per sub-regulation (1) above, the Commitment Applicant shall be liable to pay legal costs incurred by the Commission, as may be determined by the Commission, subject to a maximum of rupees one crore which shall be paid in terms of sub-regulation (2) of regulation 8. (3) Such legal costs imposed upon a Commitment Applicant shall be recoverable in the same manner under section 39 of the Act read with the Competition Commission of India (Manner of Recovery of Monetary Penalty) Regulations, 2011, as has been prescribed for recovery of penalty imposed under the Act. (4) Further, where the commitment order stands revoked and withdrawn as per sub-regulation (1) above, the Commission may also restore or initiate against the Commitment Applicant, inquiry or investigation in respect of which the order under section 48B was passed. 11. Power to use information. - (1) Where the Commission has revoked and withdrawn its commitment order in terms of section 48C of the Act read with regulation 10, the Commission and the Director General may rely upon the information and document(s) submitted by the Commitment Applicant in the proceedings under the Act. (2) Where a Commitment Application is rejected or withdrawn, the Commission and the Director General may use the information gathered from sources other than Commitment Applicant in the proceedings under the Act. (3) The Commission may, subject to the provisions of regulation 35 of the Competition Commission of India (General) Regulations, 2009 read with section 57 of the Act, use the information submitted by the Commitment Applicant against other parties to the inquiry who are not part of the commitment proceedings. (4) The facts established against the Commitment Applicant or admitted in any ongoing or concluded proceedings in India or outside India, with respect to the same cause of action, under any law, shall be deemed to be admitted by the Commitment Applicant in respect of the proceedings proposed to be closed under these regulations. 12. Partial commitments offered not to affect inquiry in respect of other alleged contraventions. - If the Commitment Application is made in respect of some of the contraventions noted by the Commission in its order passed under sub-section (1) of section 26 of the Act, the inquiry qua remaining contraventions mentioned therein shall continue. 13. Request for Confidentiality. (1) If any request for confidentiality of information or document(s) is submitted during commitment proceedings, such request may be filed as per the procedure laid down in the Competition Commission of India (General) Regulations, 2009, as amended from time to time. (2) Such request for confidentiality shall be duly considered in accordance with the provisions laid down in the Competition Commission of India (General) Regulations, 2009, as amended from time to time read with section 57 of the Act. 14. Inspection and certified copies of documents. (1) Notwithstanding anything contained to the contrary in regulation 37 and regulation 50 of the Competition Commission of India (General) Regulations, 2009, inspection and certified copies of documents submitted during commitment proceedings may be granted only to the Informant and the Commitment Applicant. Provided that the inspection and certified copies of the confidential version of such documents shall be granted as per provisions of regulation 35 of the Competition Commission of India (General) Regulations, 2009. (2) Inspection and certified copies of comments received under regulation 5 shall be allowed only after expiry of the period of 21 (twenty-one) days mentioned therein. 15. Powers to determine procedure in certain circumstances. In a situation not provided for in these regulations, the Commission may, for reasons to be recorded in writing, determine the procedure in a particular case. 16. Power to remove difficulties. - In the matter of implementation of these regulations, if any doubt or difficulty arises, the Commission shall have the powers to issue clarifications and specify procedures through circulars or guidelines and the decision of the Commission thereon shall be binding. Schedule I Undertakings and Waivers I/We, , the Commitment Applicant(s) herein, as a condition for making the enclosed application to the Commission for examining and consideration of the application, hereby declare that I/we agree and undertake that: 1. The Commitment Applicant admits the jurisdiction and right of the Competition Commission of India (the Commission) to initiate proceedings in respect of the alleged contraventions under the Competition Act, 2002. 2. The Commission may enforce any claims against the Commitment Applicant arising from or in relation to any violation of the commitment order passed pursuant to this application. 3. The Commitment Applicant waives its right of taking any legal proceedings against the Commission concerning any of the issues covered in the commitment order that may be passed. 4. The Commitment Applicant further waives the following: (a) the findings of fact and conclusions of law; (b) appeal or review before the National Company Law Appellate Tribunal or other courts; (c) any plea of limitation or laches for initiating or restoring of the proceedings, if the Commitment Applicant violates the commitment order. (Signature of the Commitment Applicant with stamp and seal of the body corporate) Before me. Notary. ANUPAMA ANAND, Secy. [ADVT.-III/4/Exty./802/2023-24]